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                                                                    EXHIBIT 10.8



                     PROFESSIONAL SERVICES CONTRACT NO. TBA

This Professional Services Contract (hereinafter the "Contract") entered into on
the 4th day of December, 2000 by and between People Support, Inc., a Delaware
corporation, with its principal place of 1100 Glendon Avenue, 14th Floor, Los
Angeles, California 90024 (hereinafter referred to as "VENDOR") and Network
Solutions, Inc., a Delaware corporation with its principal place of business at
505 Huntmar Park Drive, Herndon, Virginia 20170 (hereinafter referred to as
"NSI") (VENDOR and NSI are each referred to herein as a "Party," and
collectively as the "Parties").

WHEREAS, NSI desires to utilize the professional services of VENDOR and VENDOR
desires to provide those services.

NOW, THEREFORE in consideration of the mutual covenants and obligations
contained herein VENDOR and the NSI do mutually agree as follows:

1. PERFORMANCE

   The parties acknowledge that VENDOR is an independent contractor and not an
   employee of NSI. VENDOR, acting as an independent contractor and not as an
   agent, representative, or employee of NSI, shall hire, pay and provide the
   necessary personnel and shall otherwise do all things necessary or incident
   to provide professional services as more specifically outlined in the
   Statement of Work, which is attached hereto as Exhibit A and incorporated
   herein by reference. NSI assumes no liability or responsibility for VENDOR
   personnel. VENDOR will: (i) ensure it and its personnel are in compliance
   with all laws, regulations, ordinances and licensing requirements where
   noncompliance would have a material adverse effect on the Services provided;
   (ii) be responsible for the supervision, control, compensation, withholdings,
   health and safety of VENDOR personnel; (iii) ensure VENDOR personnel
   performing any services hereunder on NSI's premises comply with any NSI "on
   premises guidelines" as the same may be provided to VENDOR from time to time;
   and (iv) inform NSI if a former employee of NSI will be assigned work under
   this Contract, such assignment subject to NSI approval.

   VENDOR (and its agent(s) and/or employee(s), if any) hereto agrees and
   acknowledges that it is not entitled to participate in any of the benefit
   plans or programs that NSI now or hereafter maintains for its employees,
   including, but not limited to, NSI's employee stock purchase plan and stock
   incentive plan ("Stock Plans"). In the event that any state or federal court,
   or any local, state or federal government agency, division or other related
   government entity, shall determine that VENDOR (and its agent(s) and/or
   employee(s), if any) is considered an employee or common law employee of NSI,
   or if for any reasons VENDOR (and its agent(s) and/or employee(s), if any)
   were to become eligible to participate in any NSI sponsored benefit plans or
   programs, VENDOR (and its agent(s) and/or employee(s), if any) waives any
   right to participate, either retrospectively or prospectively, in NSI
   sponsored benefit plans or programs including, but not limited to, the Stock
   Plans. This waiver of any right to participate in NSI sponsored employee
   benefit programs represents a material component of the terms and
   compensation agreed to by these parties and is not in any way conditioned on
   any representation or assumption concerning status of VENDOR (and its
   agent(s) and/or employee(s), if any) with respect to



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   NSI as employee, common law employee, consultant, independent contractor or
   temporary employee.

2. TERM OF CONTRACT

   The term of this Contract shall commence on the date of execution of the
   Contract by the final party hereto and shall continue in full force and
   effect through the second anniversary of the first day of the month for which
   a minimum monthly fee is charged, unless sooner terminated as provided
   herein. This Contract may be extended by mutual agreement of the parties.

3. TYPE OF CONTRACT

   NSI hereby commissions VENDOR to provide live sales support and customer
   service to persons calling designated NSI provided telephone numbers ("Voice
   Support") and responses to NSI customer email inquiries ("Email Response",
   and together with Voice Support, the "Services") regarding NSI's commercial
   Internet web site, which has an entry uniform resource locator of
   http://www.networksolutions.com (the "NSI Web Site"). Voice Support will be
   available in English or Spanish Monday through Friday from 7:00 AM - Midnight
   EST. Voice Support services will be delivered through an "800" number
   established by NSI that links directly to a predefined VENDOR telephone
   system. Email Responses will be available Monday through Friday from 9:00 AM
   - 5:30 PM BST.

4. CONTRACT AMOUNT

   Refer to Exhibit C

5. COMPENSATION AND INVOICING

   VENDOR shall submit timely invoices not more frequently than once a month and
   upon NSI's acceptance of all deliverables, if applicable.

   VENDOR shall submit invoices to:
   Network Solutions, Inc.
   505 Huntmar Park Drive
   Herndon,VA 20170
   Attention: Accounts Payable

   Invoices shall reference the Contract number. TBA

6.  PAYMENTS

   Payments will be made by NSI within 30 days after receipt of a correct
   invoice from VENDOR. Payments to VENDOR shall be sent to the remittance
   address set forth on VENDOR's invoice.

        (a)     Taxes. NSI will pay all federal, state, local or other taxes
                based on any good or service provided by VENDOR under this
                Agreement, other than taxes based on VENDOR's net income,
                including, without limitation, any collection of requisite sales
                or use tax for products or services sold on or through the NSI
                Web Site. NSI



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                will determine, implement and bear responsibility for customer
                return policies, customer service policies, order processing
                policies, collection of appropriate sales or use tax, allocation
                of income tax, and implementation of warranties and limitations.

7. INSURANCE

   Without prejudice to VENDOR's liability to indemnify NSI as stated in the
   INDEMNIFICATION provision of this Contract, VENDOR shall procure, at its
   expense, and maintain for the duration of the Contract, workers'
   compensation, employers liability, commercial general liability and business
   auto liability insurance policies (the "Insurance Policies") described below
   with financially responsible insurance companies, reasonably acceptable to
   NSI, with policy limits not less than those indicated below. Notwithstanding
   any provision contained herein, the VENDOR, and its employees, agents,
   representatives, consultants and lower-tier subcontractors and suppliers, are
   not insured by NSI, and are not covered under any policy of insurance that
   NSI has obtained or has in place.

   SPECIAL PROVISIONS APPLICABLE TO VENDOR'S INSURANCE COVERAGE:

   (a) Additional Insured - VENDOR, shall have the Insurance Policies, except
       Workers' Compensation, endorsed to name NSI as an Additional Insured with
       respect to the work to be performed by the VENDOR.

   (b) Waiver of Subrogation - VENDOR shall have the Insurance Policies endorsed
       to waive the insurer's rights of subrogation in favor of NSI.

   (c) Deductibles - Subject to the reasonable review and approval of NSI,
       VENDOR may arrange deductibles or self-insured retention as part of the
       required insurance coverage. However, it is expressly agreed that all
       deductibles or self-insured retention's are the sole responsibility of
       the VENDOR.

   (d) Adequacy of Insurance Limits - The insurance coverage limits stated below
       are minimum coverage requirements, not limits of liability, and shall not
       be construed in any way as NSI's acceptance of responsibility of the
       VENDOR.

   (e) Certificates of Insurance - Prior to commencement of any work under this
       Basic Ordering Agreement, the VENDOR shall furnish NSI with Certificates
       of Insurance, in a format acceptable to NSI, evidencing the insurance
       coverage required in this Contract and containing the following
       information:

       - Identify NSI as an "Additional Insured" with respect to the Insurance
         Policies except Workers' Compensation and employers' liability.

       - State that the Insurance Policies have been endorsed to waive
         subrogation in favor of NSI.

       - State that the underwriters agree to provide NSI with at least 30 days
         prior written notice of any cancellation or material change in the
         coverage.


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                                    COVERAGE

   (a) Workers' Compensation - Insurance for statutory obligations imposed by
       law including, where applicable, coverage under United States
       Longshoremen's and Harbor Workers' Act and Jones Act (if applicable,
       Defense Base Act for those employees working on a U.S. Military
       installation outside of the United States).

   (b) Employers Liability - Insurance with limits of $1,000,000 for bodily
       injury by accident and $1,000,000 for bodily injury by disease,
       including, if applicable, maritime coverage endorsement.

   (c) Commercial General Liability - (Standard ISO occurrence form) - including
       products and completed operations coverage, full fire legal liability and
       contractual liability, with a per occurrence limit of $1,000,000.

   (d) Business Auto Liability - Coverage for bodily injury and property damage
       liability for all owned, hired or non-owned vehicles, with an each
       accident limit of $1,000,000.

8.  REPRESENTATIONS, WARRANTIES AND COVENANTS

   (a) Authority. Each Party represents and warrants that it has the right to
       enter into tins Agreement and to perform its obligations hereunder. Other
       than the Services specified in this Agreement, however, nothing herein
       shall be interpreted as a requirement for VENDOR to provide any other
       support to Customers of NSTs products or services, nor shall Client make
       any such representations or warranties to its Customers to that effect.
       Customers shall include, without limitation, end-users, licensees, and
       sublicensees.

   (b) NSI Intellectual Property. NSI represents and warrants (i) that no text
       or graphics on the NSI Web Site that is viewable without using the "View
       source" feature infringes the intellectual property rights of any third
       party, and (ii) that NSI owns, or has valid license to, all worldwide
       rights, title and interest in the intellectual property consisting of all
       computer programming, source, object and/or formatting code or operating
       instructions developed or owned by NSI that relates to the NSI Web Site
       (collectively, "NSI Intellectual Property").

   (c) VENDOR Intellectual Property. VENDOR represents and warrants that VENDOR
       owns, or has valid license to, all worldwide rights, title and interest
       in the intellectual property consisting of all computer programming
       and/or formatting code or operating instructions developed or owned by
       VENDOR and employed in the delivery of the Services (collectively,
       "VENDOR Intellectual Property").

   (d) Submissions and Privacy. NSI will, in the usage terms and conditions of
       NSI Web Site, indicate that all submissions to NSI or any third party,
       including VENDOR, made on, through or in response to the NSI Web Site are
       the property of NSI and how such information may be used by NSI. NSI is
       responsible for the collection, use, transfer and sale of any personally
       identifiable information collected by it or by VENDOR on its behalf.



                                       4
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   (e) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED HEREIN, (i) THE
       SERVICES AND GOODS TO BE PROVIDED HEREUNDER ARE PROVIDED "AS IS," AND
       (ii) VENDOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND
       IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
       MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
       ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. VENDOR DOES
       NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR
       SECURE.

   (f) LIMITATION OF LIABILITY. VENDOR IS NOT LIABLE TO NSI OR ANY THIRD PARTY
       FOR LOST REVENUE OR PROFITS, CONSEQUENTIAL DAMAGES, OR INCIDENTAL,
       INDIRECT OR PUNITIVE DAMAGES. VENDOR'S MAXIMUM AGGREGATE LIABILITY TO NSI
       AND ANY THIRD PARTIES FROM ANY CLAIMS ARISING FROM OR RELATED TO THIS
       AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY NSI IN THE
       TWELVE MONTHS IMMEDIATELY PRECEDING THE MAKING OF THE CLAIM THAT GIVES
       RISE TO SUCH LIABILITY.

9.  PROPRIETARY RIGHTS.

   (a) As between VENDOR and NSI, VENDOR owns, or has valid license to, all
       worldwide rights, title and interest in any technology or other
       intellectual property developed or owned by VENDOR, including VENDOR
       Intellectual Property and any other technology used to create any portion
       of the NSI Web Site, incorporated into the NSI Web Site, or used to
       operate the NSI Web Site or a web server in connection with the delivery
       of the Services including, without limitation, all software, computer
       programming and/or formatting code, source code, object code, or
       operating instructions created by VENDOR or provided by VENDOR to NSI.

   (b) As between VENDOR and NSI, NSI owns, or has valid license to, all
       worldwide rights, title and interest in NSI Intellectual Property and any
       technology or other intellectual property developed or owned by NSI. NSI
       also owns, or has valid license to, all worldwide rights, title and
       interest in the intellectual property in all the text and graphics that
       an Internet user views on a web page on the NSI Web Site without using
       the "view source" feature, except for trade marks, service marks and
       other marks owned or controlled by VENDOR.

   (c) Non-Exclusive Arrangement. VENDOR will retain the ownership of, and the
       right to reuse or incorporate VENDOR Intellectual Property, all know-how
       and expertise acquired through the creation of the Technical
       Implementation Plan (described in the Statement of Work attached hereto
       as Exhibit A) and all training materials and the performance of the
       Services, whether created or acquired before or after the execution of
       this Agreement in supporting web sites or interactive projects for other
       customers; provided, however, that VENDOR will not own or have any rights
       to any of NSI's marks or Confidential Information, except as expressly
       set forth herein. Consistent herewith, VENDOR owns all training materials
       except those portions which are exclusive to NSI; NSI owns all
       information exclusive to NSI, including


                                       5
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       Confidential Information; and NSI may use the training materials for the
       purposes of this Agreement only.

   (d) VENDOR License to NSI. VENDOR hereby grants NSI a non-exclusive
       royalty-free, worldwide license to use, reproduce, publish, perform and
       display the VENDOR. Marks solely on the NSI Web Site in connection with
       the Services provided hereunder. NSI shall not use or exploit in any
       manner any of the VENDOR Marks except in such manner and media as
       contemplated under this Agreement, and any other use of the VENDOR Marks
       not expressly granted to NSI by the foregoing are reserved to VENDOR. All
       goodwill arising out of NSI's use of any of the VENDOR Marks shall inure
       solely to the benefit of VENDOR. VENDOR shall have the right, upon
       commercially reasonable notice, to modify the VENDOR Marks. NSI agrees
       that upon such notice, it shall use commercially reasonable efforts to
       immediately implement VENDOR'S modifications. All rights under this
       license will be exercised solely by the NSI to operate, maintain and
       distribute the NSI Web Site on the Internet and will expire with the
       termination of this Agreement.

   (e) Limited License to the NSI Intellectual Property. NSI hereby grants to
       VENDOR the limited, nonexclusive right and license to copy, distribute,
       transmit, display, perform, create derivative works, and otherwise use
       the NSI Intellectual Property provided to "VENDOR hereby or currently
       available or subsequently available on the NSI Web Site, including all
       marks, trademarks, servicemarks or logos, held or used by NSI, solely for
       the purpose of rendering the Services and will expire with the
       termination of this Agreement.

9. ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

   *** has *** into ***. ***, the ***, *** under *** the *** and the *** and
   ***. ***, the ***, is *** of *** of the ***. It is *** that the *** does not
   *** to *** that would *** it an *** other ***.

   *** is hereby *** that the *** for an *** of *** in the *** of *** under ***.
   Consequently, if the *** is for the ***, or may otherwise *** with *** to
   ***, each ***, ***, and *** that has *** to *** or *** under *** or that has
   *** to ***, shall be required to *** an *** provided ***. *** will be *** to
   *** their *** of the *** for *** and *** must *** with *** and *** concerning
   such.



                ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
                           FILED WITH THE COMMISSION.



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10. CHANGES

    a. In recognition of the likelihood that the fundamental nature of the work
       to be accomplished under this Contract may involve changes from time to
       time in NSI project needs and requirements, the parties hereby agree that
       NSI may by written direction, at any time during the course of any
       project, make changes in any one or more of the following items:

       1.     The statement of work, descriptions, or specifications for the
              services, deliverables or other documents to be furnished under
              the Contract; or

       2.     The times or places of performance or delivery of the services,
              deliverables or other documents to be provided under the Contract.

    b. If any such change(s) cause an increase or decrease in the price of the
       Contract, or the time required for the performance of any part of the
       work to be accomplished thereunder, whether or not such work is
       specifically identified in NSI's written change direction ("Change
       Order"), then the price, delivery schedules and other affected provision,
       if any, as applicable, shall be equitably adjusted and the Contract shall
       be modified in writing accordingly.

    c. Upon receipt of NSI's written change direction, VENDOR shall submit its
       written proposal to NSI within 10 working days after receipt of NSI's
       change order for an equitable adjustment to the ceiling price, delivery
       schedules and any other affected items, as applicable, VENDOR'S shall not
       proceed with me change order until directed by NSI to do so.

    d. Any proposal for an equitable adjustment shall describe or otherwise
       identify the nature, facts and circumstances constituting the change; the
       particular elements of contract performance for which VENDOR is seeking
       an equitable adjustment due to the changed requirements; and VENDOR'S
       proposed equitable adjustment to the Contract ceiling price, delivery
       schedules and other provisions affected by the change.

    e. The term "equitable adjustment" as used in this clause, means a fair and
       reasonable adjustment under the facts and circumstances of the particular
       situation, in the Contract price, delivery schedules and/or any other
       Contract provisions that are altered by the change, as applicable, plus
       the cost of any work, deliverables or other project requirements that
       will be added or deleted in connection with the change. The term,
       "equitable adjustment" in this context includes the costs of, and a
       reasonable profit for, the changed work/requirements, including the
       associated engineering, testing, project management and documentation.

    f. VENDOR and NSI personnel assigned to the project shall use their best
       efforts to negotiate any proposed equitable adjustments under this clause
       in a fair and reasonable manner. In the event that they are unable to
       reach mutual agreement after good faith negotiations, a period of time
       not to exceed 15 calendar days, on the appropriate equitable adjustment
       for one or more such changes, then the matter shall be referred to the
       cognizant senior executive (or his/her designee) of each party for
       appropriate resolution.



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11. STOP WORK ORDER


    NSI may at anytime, by written order to VENDOR, require VENDOR to stop all,
    or any part, of the work called for by this Contract for a period of up to
    thirty (30) days. Upon receipt of such an order, VENDOR shall forthwith
    comply with its terms and take all reasonable steps to minimize the
    incidence of costs allocable to the work covered by the order during the
    period of work stoppage. Within the thirty (30) day period or any extension
    of that period to which the parties shall have agreed, NSI shall either (i)
    cancel the stop work order; or (ii) terminate the work covered by such
    order.

    If a stop work order is canceled in writing, VENDOR shall resume work. If
    the period of the order or any extension thereto merely expires, VENDOR
    shall contact NSI and ask for directions before resuming work or treating
    the silence as a termination for convenience.

12. ACCEPTANCE

    Any reports, deliverables, or other data submitted for NSI's approval shall
    be approved or disapproved, in writing within ten (10) business days after
    NSI's receipt.

13. INDEMNIFICATION

    VENDOR and NSI agree to defend, indemnify and hold each other and their
    affiliates harmless from any and all liabilities, costs and expenses,
    including reasonable attorney's fees, directly arising from: (a) negligent
    acts or omissions of the Indemnitor's officers, employees, agents or
    contractors arising out of its performance of the Contract; (b) any claims
    for infringement of copyrights, trademarks, patents or other proprietary
    rights arising out of or related to Indemnitee's obligations under the
    Contract; and (c) defamation, libel, slander, obscenity, indecency or
    violation of the rights of privacy or publicity to the extent attributed to
    the NSI Web Site or to NSI Intellectual Property (if such other Party is
    VENDOR) or to VENDOR Intellectual Property (if such other Party is NSI)
    (collectively, "Covered Claims"). Covered Claims will also include claims
    brought against VENDOR for injury, damages, or violations of law caused by
    products or services sold by NSI on the NSI Web Site or relating to NSI's
    operation of its business.

14. FORCE MAJEURE

    VENDOR shall not be liable for any default or delay in the performance of
    its obligations hereunder if and to the extent such default or delay is
    caused, directly or indirectly, by: fire, flood, earthquake, elements of
    nature or acts of God; or any other similar cause beyond the reasonable
    control of VENDOR (collectively referred to herein as "Force Majeure").
    Except as provided elsewhere, if VENDOR is so delayed in its performance, it
    shall promptly notify NSI. VENDOR shall use its reasonable efforts to
    minimize the duration and consequences of any delay or failure of
    performance resulting from a Force Majeure event.

15. TERMINATION

    a.  Default: Upon failure or neglect to comply with any of the terms of this
        Contract, if same is not corrected by the breaching party within thirty
        (30) calendar days of such



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    party's receipt of written demand to correct from the non-breaching party,
    the non-breaching party may terminate this Contract upon giving seven (7)
    calendar days notice to the other party.

    b. Insolvency: This Contract shall be automatically terminated by giving
       written notice effective as of the date thereof in the event either party
       ceases to do business in the manner contemplated in this Contract; or, in
       the event that either party is adjudicated bankrupt or insolvent, or upon
       the institution of any proceedings by or against it seeking relief,
       reorganization or arrangement under any laws relating to bankruptcy or
       insolvency, or upon any assignment for the benefit of creditors: or upon
       the appointment of a receiver liquidator, or trustee of any of its
       property or assists, or upon the liquidation, dissolution, or winding up
       of its business.

    c. Effect of Termination: Termination of this Contract shall not affect any
       proprietary data or confidentiality obligations incurred under this
       Contract.

16. AUTHORIZED REPRESENTATIVE/NOTICES


    The following individual is authorized to conduct negotiations and
    administer the Contract for NSI and all information or required notices
    shall be effective upon receipt by the following individual:

         ***
         ***
         Phone: ***
         Fax:  ***

    The following individual is NSI's technical point of contact under the
    Contract

         TBA
         Phone: ***

   The following individual is authorised to conduct negotiations and administer
   the Contract for VENDOR and NSI shall direct all notices and communications
   to the following individual:

         ***
         PeopleSupport, Inc.
         1100 Glendon Avenue, 14th Floor
         Los Angeles, California 90024
         Phone: ***
         Fax:  ***

   The following individual is VENDOR's technical point of contact under the
Contract:

   ***
   TBA
   Phone: TBA
   Fax:  TBA

                ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
                           FILED WITH THE COMMISSION.


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17. GOVERNING LAW

    This Contract shall be governed and construed in all respects in accordance
    with the laws of the States of California. Both parties consent to
    jurisdiction and venue in the state courts located in Los Angeles,
    California and the federal courts sitting in the southern district of the
    State of California.

18. ASSIGNMENT OF CONTRACT

    This Contract may not be assigned, in whole or in part, nor may any
    assignment of any money due or to become due be made by VENDOR without, in
    each case, the prior written consent of NSI.

19. NO HIRE AGREEMENT

    During the term of the Contract including any extensions thereof, neither
    party shall knowingly recruit, solicit, or hire any of title other party's
    employees assigned to this project for the period of this Contract and for
    one year thereafter. This shall in no way, however, be construed to
    restrict, limit, or encumber the rights of any employee granted by law, nor
    shall it in any way restrict either party from hiring employees who respond
    to advertisements or make independent inquiries for employment.

20. ENTIRE CONTRACT

    This Contract, including Exhibits A and B, which are incorporated herein by
    reference, constitutes the entire Contract between the parties hereto
    relating to the subject matter hereof and supersedes all prior oral and
    written and all contemporaneous oral negotiations, commitments and
    understandings of the parties.

21. MODIFICATIONS

    Except as hereinafter provided, this Contract may not be changed or amended
    except by a writing executed by both parties.

22. WAIVER

    No delay or failure by either party to exercise or enforce at any time any
    right or provision of the Contract shall be considered a waiver thereof or
    of such party's right thereafter to exercise or enforce each and every right
    and provision of the Contract. A waiver to be valid shall be in writing, but
    need not be supported by consideration. No single waiver shall constitute a
    continuing or subsequent waiver.

23. LEGAL EFFECT

    If any provision of this Contract shall be held illegal, invalid or
    unenforceable, in whole or in part, such provision shall be modified to the
    minimum extent necessary to make it legal, valid and enforceable, and the
    legality, validity and enforceability of the remaining provisions are not
    affected thereby.



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24. CONFIDENTIALITY

    Each Party acknowledges that in the course of performing its obligations it
    will receive information, which is confidential and proprietary to the other
    Party. Each Party agrees to protect such information in accordance with the
    terms of the Non-Disclosure Agreement, which is appended hereto as Exhibit B
    and incorporated herein by reference.

In witness hereof, the parties hereto have accepted and executed this Contract
as of the latest date noted below.

PEOPLESUPPORT, INC.                        NETWORK SOLUTIONS, INC.

/s/ Lance Rosenzweig                       /s/ Vivek Kumar
-------------------------------            -------------------------------------
Signature                                  Signature

Lance Rosenzweig-CEO                       Vivek Kumar, Purchasing Mgr.
-------------------------------            -------------------------------------
Printed Name and Title                     Printed Name and Title

12/4/00                                    10/6/00
-------------------------------            -------------------------------------
Date                                       Date



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                                    EXHIBIT A


                               STATEMENT OF WORK






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a VeriSign(R) company
 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

                             STATEMENT OF WORK NO. 3

                                       FOR

                             NETWORK SOLUTIONS, INC.
                         VOICE, EMAIL, AND FAX RESPONSE

                              a VeriSign(R) company
                               NETWORKSOLUTIONS(R)



                                  PRESENTED BY

                                  PEOPLESUPPORT

                                   MAY 1, 2003

                                     VER 1.6


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This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 1
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.



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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

                              PROPRIETARY STATEMENT

                      Intended for Network Solutions, Inc.

This document and any communications with PeopleSupport should be considered
highly confidential. Neither the ideas expressed herein, nor any part of this
document or any other information or communications related thereto shall be
copied or disclosed to any party, nor shall they be used for any purpose other
than meeting with PeopleSupport representatives, without the written consent of
PeopleSupport. By accepting delivery of this document, the recipient agrees
that: (i) in the event the recipient does not wish to pursue this matter, the
recipient will return this copy to PeopleSupport, at the address listed below as
soon as practical; (ii) the recipient will not copy, fax, reproduce or
distribute this document, in whole or in part, without written permission, and
(iii) all of the information contained herein will be treated as confidential
material, and shall not be used for any purposes other than the evaluation of
this proposal.

While PeopleSupport has no reason to doubt the accuracy of the information
contained herein, PeopleSupport makes no representations or warranties as to the
adequacy, completeness or accuracy of this information. Only a definitive
agreement and the associated Statement of Work between PeopleSupport and Network
Solutions will be binding.

No person is authorized to provide any information or make any representations
regarding this proposal and PeopleSupport commitments to recipient not contained
here. Any such information or representations should not be relied upon as
having been authorized by PeopleSupport.

PEOPLESUPPORT, INC.

Contact:          Phil Miner
                  Sales Director
Address:          1100 Glendon Ave., Ste. 1250
                  Los Angeles, CA 90024
Telephone:        (603) 924-4200
Fax:              (603) 924-2171
Email:            pminer@peoplesupport.com

--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 2
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.



a VeriSign(R) company
 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

   1               INTRODUCTION............................................    4

   2               SOLUTION OVERVIEW.......................................    6
        2.1        INBOUND VOICE SUPPORT PROCESSES.........................    7
        2.2        EMAIL SUPPORT PROCESSES.................................    7
        2.3        FAX SUPPORT PROCESS.....................................    8
        2.4        CHAT SUPPORT PROCESS....................................    8
        2.5        OUTBOUND VOICE PROCESSES................................    8
        2.6        BACK-OFFICE PROCESSES...................................    9
        2.7        SUPPORT ESCALATION PROCESS..............................    9
        2.8        PERFORMANCE OBJECTIVES..................................    9
        2.9        VOLUME FORECASTING AND SERVICE LEVEL AGREEMENT..........   11
        2.10       ADJUSTMENT TO FORECASTS AND RAMP-UP PROCESSES...........   11
        2.11       PEOPLESUPPORT OPERATIONAL CAPACITY PLANNING.............   12

   3               TRAINING................................................   14

        3.1        TRAINING APPROACH.......................................   14
        3.2        ONGOING TRAINING AFTER LIVE DATE........................   14

        4          QUALITY ASSURANCE.......................................   16

        4.1        QUALITY ASSURANCE REVIEW PROCESS........................   16

   5               TECHNOLOGY..............................................   18

        5.1        TECHNOLOGY ARCHITECTURE AND SPECIFICATIONS..............   18
        5.2        EMAIL TECHNOLOGY SUPPORT................................   18
        5.3        VOICE TECHNOLOGY SUPPORT................................   20
        5.5        DATA CONNECTIVITY.......................................   21
        5.6        CLIENT APPLICATIONS.....................................   22
        5.7        REPORTING AND DATA FEED.................................   24
        5.8        ESCALATION OF TECHNOLOGY ISSUES.........................   25

   6               SECURITY................................................   26

        6.1        CLIENT SECURITY REQUIREMENTS............................   26
       G.          CLIENT SECURITY REQUIREMENTS............................   27
        6.2        PEOPLESUPPORT SECURITY PRACTICES........................   27
        6.3        NETWORK SECURITY........................................   28
        6.3        EREP BACKGROUND CHECK...................................   28

   APPENDIX A - PRICING....................................................   30

   APPENDIX B - TECHNICAL ESCALATION PROCEDURES............................   33

   APPENDIX C - CUSTOMER REPORTS...........................................   39


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 3
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.



a VeriSign(R) company
 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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1  INTRODUCTION

This Statement of Work No. 3 ("SOW No. 3"), dated May 1, 2003 describes the
Email, Fax, and Voice response services for Technical Support, Customer Service,
and Sales ("Services") that PeopleSupport, Inc. ("PeopleSupport") will provide
to Network Solutions, Inc. ("Client"). This SOW No. 3 is entered into in
connection with that certain Professional Services Contract between
PeopleSupport and Client dated as of December 4, 2000 (the "Agreement"). This
SOW No. 3 supercedes all prior functional and technical understandings, whether
written or oral, between PeopleSupport and Client regarding the matters
addressed herein, including all prior SOWs and change orders. All capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Agreement. In the event of any inconsistencies between
this SOW No. 3 and any other prior agreements, the provisions of this SOW No. 3
shall prevail over such agreements.

OVERVIEW

In conjunction adoption of SOW #3, PeopleSupport will outline and begin to
deploy an effective methodology to support and migrate the current segmented
workforce to a Universal Agent strategy as directed by the Client within the
first thirty (30) days after the effective date of this agreement. This
migration strategy will support the concept that all eReps and support personnel
will be cross-trained on all customer contact methods and programs for required
support.

Going forward, it is inherent within the Universal Agent concept that the nature
of the work performed by PeopleSupport for Network Solutions may change.
PeopleSupport recognizes the needs of Network Solutions to be able to address
these future dynamics of the business relationship. To that end, PeopleSupport
understands that the types and natures of the work performed for Network
Solutions can and will change during the life of this agreement. PeopleSupport
commits to working with Network Solutions in establish a mutually agreeable
change order as these dynamics dictate. The long-term goal of both parties,
working within the framework of this Agreement, allows for that migration at the
volumes established herein.

PEOPLESUPPORT PROVIDED SERVICES

Expected peak inbound volume (8:00 a.m.-8:00 p.m. US eastern time weekdays) will
include Tier 1 voice, Tier 1 e-mail and the following fax queues: Main,
Escalated and Password Reset. Expected off peak volume (8:00 p.m.-8:00 a.m.
eastern time weekdays and all hours on weekends) will include Tier 1 voice, tier
1 e-mail, VIP voice, WSV voice, WSV email, and the aforementioned fax queues.
Additionally, Email support may be provided using PeopleSupport's eShare system,
in conjunction with other supporting systems and applications. Fax Support will
be provided through Client's Siebel system. Voice support will be provided for
Client's customer calls routed to PeopleSupport phone system. For purposes of
this document, AHT shall be defined as Talk time + hold time + wrap time. In
addition PeopleSupport will engage in outbound calls to support inbound voice
and fax services.


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 4
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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                                PROGRAM OVERVIEW
                        VOICE, EMAIL, AND FAX OPERATIONS


<TABLE>
<CAPTION>
OPERATING MODEL                                 OUTSOURCED
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>
SOLUTIONS AND SERVICES                          INBOUND VOICE, EMAIL, FAX AND OUTBOUND VOICE
------------------------------------------------------------------------------------------------------------------------------------
                                                VOICE:  24X7
                                                EMAIL:  24X7
PEOPLESUPPORT SUPPORT HOURS                     FAX:    24X7
                                                PEOPLESUPPORT WILL RECEIVE FORECASTED VOICE
                                                VOLUME DURING PEAK HOURS AND 100% OF VOICE
                                                VOLUME OFF PEAK HOURS AND WEEKENDS.
------------------------------------------------------------------------------------------------------------------------------------
                                                VOICE SUPPORT:

                                                -        85% OF CALLS ANSWERED WITHIN 30 SECONDS/99%
                                                         OF CALLS ANSWERED WITHIN 30 SECONDS FOR VIP
                                                         PROGRAM

                                                -        85% OF ALL VOICE SESSIONS SAMPLED MUST SCORE
                                                         85% OR HIGHER FOR CALL REQUIREMENTS.

                                                EMAIL SUPPORT:

                                                -        90% OF ALL EMAILS PROCESSED WITHIN 1 HOUR

                                                -        99% OF ALL EMAIL SESSIONS SAMPLED MUST BE
SERVICE LEVEL AGREEMENTS                                 ACCURATE AND SCORE 90% OR HIGHER FOR
                                                         CALIBRATION SESSIONS.

                                                FAX SUPPORT:

                                                -        90% OF ALL FAXES PROCESSED WITHIN 1 HOUR

                                                -

                                                -        99% OF ALL CUSTOMER FACING RESPONSES AND PROCESSES
                                                         LEADING TO CUSTOMER RESOLUTION MUST SCORE 90% OR HIGHER
                                                         IN QUALITY ASSESSMENT SESSIONS.
------------------------------------------------------------------------------------------------------------------------------------
CLIENT OPERATING HOURS                          8AM - 8PM EASTERN TIME MON-FRI
------------------------------------------------------------------------------------------------------------------------------------
LANGUAGES SUPPORTED                             ENGLISH
------------------------------------------------------------------------------------------------------------------------------------
CLIENT APPLICATION PLATFORMS                    CLIENT PROVIDED CLIENT/SERVER APPLICATIONS:

                                                -        CONTACT MANAGEMENT & CASE TRACKING SYSTEM:  SIEBEL

                                                -        BACK-OFFICE ACCOUNTING APPLICATION: BARS

                                                CLIENT PROVIDED UNIX BASED VIA TELNET APPLICATIONS:

                                                -        CUSTOMER ACCOUNT MANAGEMENT TOOLS: CREG AND DOMREG.

                                                CLIENT PROVIDED WEB BASED APPLICATIONS:

                                                -        KNOWLEDGE MANAGEMENT: MAX

                                                -        CUSTOMER ACCOUNT MANAGEMENT TOOLS: VMAC, CSR
                                                         TOOLS, SKIPS, RTPS, FDMS, PASSWORD GENERATOR

                                                CLIENT PROVIDED CONNECTIVITY:

                                                -        DUAL VPN OVER THE INTERNET VIA CLIENT PROVIDED ISP CONNECTION

                                                -        CLIENT PROVIDED VPN AND FIREWALL EQUIPMENT
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 5
<PAGE>
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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


2  Solution Overview

In conjunction with Services, PeopleSupport eReps will assist customers with the
following business programs:

<CAPTION>
<TABLE>
                                                                                             CUSTOMER
   PROGRAM            SYSTEM USED                        TASKS                            CONTACT METHODS
-----------      -------------------   ---------------------------------------         ------------------
<S>              <C>                   <C>                                             <C>
TIER 1           > CSR Tools           > Assist customers with new Domain              > Inbound Voice
                 > Siebel                 Registrations                                > Outbound Voice
                 > BARS                > Technical Support with existing               > Email
                 > VMAC                   domain registrations (billing,               > Fax
                 > SKIPS,                 product and technical support)
                 > RTPS                > General customer inquiries and
                 > FDMS                   complaints
                 > Password            > Up-sell additional products and
                   Generator              services to customers
                 > EShare (Email)      > Create service requests (SRs) in
                                          Siebel for inbound calls
                                       > Call back customers to resolve
                                          open SRs

TIER 2           > CSR Tools           > Handle escalated issues from all              > Inbound Voice
                 > Siebel                 other programs and touchpoints.              > Email
                 > BARS                > Escalated issues include:                     > Fax
                 > VMAC                   Refund/Waive Approval, Manual
                 > SKIPS,                 Change in CSRT, Domain
                 > RTPS                   specializing more than once,
                 > FDMS                   customer callbacks, request for
                 > Password               Client's Corp Support assistance,
                    Generator             Special Access in Siebel
                 > EShare (Email)

VIP              > CSR Tools           > Domain name registration and                  > Inbound Voice
                 > Siebel                 renewal for premier customers                >
                 > BARS                > Technical support and domain
                 > VMAC                   modification for premier customs
                 > SKIPS,              > Up-sell additional services to
                 > RTPS                   customers
                 > FDMS                > Create service requests (SRs) in
                 > Password               Siebel for inbound calls
                    Generator
                 > EShare (Email)

WEBSITES         > Siebel              > Provide technical support for                 > Inbound Voice
                 > Value Web              Client's web site program                    > Email
                 > EShare (Email)                                                      >

AOL-SB           > Siebel              > Handle escalated technical support            > Inbound Voice
                                          calls for Client's AOL Small
                                          Business program from AOL
                                          customer service

PASSWORD         > Siebel              > Respond to customer requests for              > Inbound Voice
RESET            > CSR Tools              forgotten passwords by resetting             > Outbound Voice
                 > Password               passwords.                                   > Fax
                    Generator
</TABLE>

--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 6
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

2.1  INBOUND VOICE SUPPORT PROCESSES

PeopleSupport will provide Inbound Voice Support response for Client. Inbound
voice support will consist of live voice response to resolve customer service
and technical support issues.

Client and PeopleSupport agree on the following Inbound Voice Support processes
for *** programs:

      1.    eRep(TM) will utilize Client provided *** to validate customer
            information as trained by Client.

      2.    Once customer information is validated, eRep(TM) will create a new
            *** record in ***.

      3.    eRep(TM) will research the issue using processes and tools taught
            during training.

      4.    eRep(TM) will process the issue using the systems and processes
            taught during training. ***

      5.    eRep(TM) will interact with the customer to resolve their request.

      6.    Once request is resolved eRep(TM) will close out the *** products
            and services.

The above processes are the only voice support processes required. Changes to
these processing requirements will be subject to a documented change order.

2.1.1  INVOICE REQUESTS

For inbound voice calls where customers are requesting a faxed copy of an
invoice, Client and PeopleSupport agree to the following process: NOTE: the
below is an interim process as Client will be deploying *** system that will
mitigate the need for said process.

      1.    Customer calls the toll free number to request a copy of an invoice.

      2.    The eRep will then open up the requested invoice using the Client
            *** application.

      3.    The eRep will then confirm the customers fax number and print the
            requested invoice to the fax driver utilizing PeopleSupport provided
            fax software.

      4.    The fax document will then be queued and sent to the customer
            through the fax software.

2.2  EMAIL SUPPORT PROCESSES

PeopleSupport will provide email support for Client's customer service. These
email inquiries will be routed from Client's web site and consist of general
customer service support inquiry.

Client and PeopleSupport agree on the following support processes for handling
*** email programs:

      1.    Customers will email inquiries from Client's web site.

      2.    Email will be routed by Client to PeopleSupport email system as
            defined in Section 5 of SOW No. 3.

      3.    eRep(TM) will research the issue using the processes and tools
            taught during training.

      4.    eRep(TM) will select the appropriate template response and make any
            modifications required.

      5.    If an appropriate template response is not available, eRep will
            generate a response based on information presented during training.

      6.    eRep(TM) will answer email using PeopleSupport's eShare system.

      7.    When eRep(TM) is certain all inquiries have been answered, the eRep
            will deliver standard closing.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 7
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

      8.    *** will only be created by an eRep if the email is *** for
            resolution.

      9.    eRep(TM) will send the response to the customer.

The above processes are the only processes required for email support. Changes
to these processing requirements will be subject to a documented change order.

2.3  FAX SUPPORT PROCESS

PeopleSupport will provide inbound fax support for Client. Fax support will
consist of customer faxes sent in to resolve existing customer service requests.
Fax support will be handled using Client's *** system.

Client and PeopleSupport agree on the following support processes for handling
FAX Support for *** Programs:

      1.    Customers will fax in supporting documentation to resolve existing
            service requests to Client's *** System. The *** system will then
            automatically route the fax to the appropriate *** service request
            or the general fax queue in ***. An *** will have already been
            opened for the *** during the ***. In cases, where a fax is
            submitted without *** and an ***, the eRep will open an *** for each
            fax request submitted where *** is created.

      2.    eRep(TM) will query the *** system and pull up incoming faxes to be
            processed.

      3.    eRep(TM) will research the issue using processes and tools taught
            during training.

      4.    eRep(TM) will process the issue using the systems and processes
            taught during training.

      a.    This may include placing an outbound call or sending an outgoing ***
            email to customer to solicit more information required to support
            customer's request.

      b.    This may include asking a *** documents required to complete stated
            request.

      5.    eRep(TM) will close out the service request in ***.

      6.    eRep(TM) will change status of fax activity to `done'.

*** will send an automated email response to the customer informing them that
the issue has been resolved and service request has been closed.

The above processes are the only processes required for fax support. Changes to
these processing requirements will be subject to a documented change order.

2.4  CHAT SUPPORT PROCESS

Should Client and PeopleSupport mutually agree to implement chat support the
pricing and service levels set forth in this SOW for voice support for that
program shall apply. The specific processes and implementation activities will
be detailed in a change order.

2.5 OUTBOUND VOICE PROCESSES

PeopleSupport eReps will perform outbound calls on Client's behalf for the
following processes:

> When a customer calls to have their *** and is unable to answer *** address in
  *** is ***; but the caller is calling from



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 8
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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.



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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

  the phone number on the *** record, the eRep is to call the *** at the number
  listed in ***.

> If additional information is needed to ***, the eRep will attempt to contact
  the *** to get all required information from customer to complete the request.

2.6  BACK-OFFICE PROCESSES

PeopleSupport will provide the following back office process in support of
Client:

REWORK QUEUE -- PeopleSupport will assign *** eReps to monitor and process ***
in the ***Rework Queue. This queue will consist of *** that have been rejected
due to incomplete or inaccurate information or *** that should not have been
escalated. Support of this queue may require eReps to contact customers *** to
gather ***.

*** -- PeopleSupport will assign *** eReps to support *** changes for ***
program. Request for *** will be received via email and processed using Client's
tools.

SR MANAGEMENT -- On a ***, the designated PeopleSupport operations management
personnel will be required to query *** in order to manage the volume of ***.
*** are to be routed to the proper internal Client department for handling,
completed and closed by the PeopleSupport Supervisor or support staff or
communicated to the Vendor Manager for handling. Under the current Client
defined process, eReps will not need to spend any time outside of the voice or
fax handle time to work on ***. If Client defines any processes that require
eReps to spend time working or *** outside of time that is already *** this time
will be ***.

All eReps assigned to *** programs may also be utilized to support other
programs as volume dictates. PeopleSupport may adjust the number of eReps
assigned to support these processes based volume. All time spent directly in
support will be *** and tracked using PeopleSupport's CMS system.

Client and PeopleSupport may mutually agree to have PeopleSupport eReps perform
other processes. These processes will need to be mutually agreed to in writing
using a change order according to PeopleSupport's change order processes. Should
Client and PeopleSupport mutually agree, any back office work performed by
PeopleSupport eReps will be subject to the terms of pricing, staffing, and
forecasting requirements defined in this SOW No. 3.

2.7 SUPPORT ESCALATION PROCESS

Client acknowledges that there will be situations where PeopleSupport eReps will
be unable to resolve a voice, email, or fax support inquiry. In such
circumstances, PeopleSupport's *** group will handle escalations. If the ***
group cannot resolve the issue then it will be assigned to the appropriate
PeopleSupport supervisor who will process the request. If the PeopleSupport
supervisor cannot resolve the issue, the issue will be assigned to the
appropriate *** department who will resolve the issue.

2.8 PERFORMANCE OBJECTIVES

Client and PeopleSupport agree on the following performance goals for all
programs except for ***:



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 9
<PAGE>
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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

>    INBOUND VOICE SLAS

     On a *** basis, PeopleSupport will answer a minimum of *** of Client's
     Voice Support sessions within *** seconds of the applicable incoming
     telephone call being released from PeopleSupport's ACD.

>    INBOUND EMAIL SLAS

     On a *** basis, PeopleSupport shall complete and accurately process and/or
     respond to no less than *** of all email received for any given *** within
     *** of receipt.

>    INBOUND FAX SLAS

     On a *** basis, PeopleSupport shall complete and accurately process and/or
     respond to no less than *** of all faxes received for any given day within
     *** of receipt. At no time shall the oldest date of non-processed or not
     started faxes exceed *** from the current *** work schedule.

>    ***

On a ***, each Supervisor and each Team Manager will be required to query *** in
order to effectively manage the volume of *** are to be routed to the proper ***
department for handling, completed and closed by the PeopleSupport Supervisor or
support staff or communicated to the Vendor Manager for handling. At no time
shall any open *** be assigned to a ***. Further, at no time shall an open ***
be assigned to a Supervisor with no action taken or annotation listed for more
than ***. All *** are to be routed, escalated or closed.

Client and PeopleSupport agree on the following performance goals for the ***
Program:

>    INBOUND VOICE SLAS

     On a ***, PeopleSupport will answer a minimum of *** of Client's Voice
     Support sessions within *** seconds of the applicable incoming telephone
     call being released from PeopleSupport's ACD.

>    INBOUND EMAIL SLAS

     On a ***, PeopleSupport shall complete and accurately process and/or
     respond to no less than *** of all email received on a given *** within ***
     of receipt.

>    INBOUND FAX SLAS

     On a *** basis, PeopleSupport shall complete and accurately process and/or
     respond to no less than *** of all faxes received for any given *** within
     *** of receipt. An no time shall the oldest date of non-processed or not
     started faxes exceed *** from the current *** work schedule.

>    ***

     At no time shall any open *** be assigned to a *** eRep. Further, at no
     time shall an open *** be assigned to a Supervisor with no action taken or
     annotation listed for more than ***. All *** are to be routed, escalated or
     closed. In addition, any issue that takes more than *** to complete will
     require regular and consistent communications to customers advising of the
     status of issue. These messages should be based upon the notes listed in
     *** by the department that is working to resolve issue.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 10
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


>    AHT

     Client and PeopleSupport agree to a target AHT goal of ***. Should Client's
     processes change or other activities outside of PeopleSupport's control
     occur that affect AHT, Client and PeopleSupport will mutually revise the
     target AHT to a level that is commensurate with the processes and
     procedures required to support Client. Furthermore Client and PeopleSupport
     agree to *** the target AHT on *** basis. Should PeopleSupport fail to meet
     target AHT goals when process or procedural changes are implemented,
     PeopleSupport shall not be held responsible for meeting the target SLA for
     any period the changes are in effect.

PeopleSupport is not responsible for delays in meeting the service levels
arising from any Client provided telecommunication, software applications,
materials, equipment or Client operational delays.

2.9      VOLUME FORECASTING AND SERVICE LEVEL AGREEMENT

In order for PeopleSupport to properly staff the Client's account, Client agrees
to provide PeopleSupport with a *** *** forecast every *** for all customer
contact methods serviced by PeopleSupport, divided into *** increments, of the
number of *** sessions Client will deliver to PeopleSupport for each program
("Support Target"). Each *** forecast submission is considered locked for the
next ***. For example, on ***, Client will submit a forecast for *** beginning
***. In this example, the *** will be considered locked; the following
*** Client will submit a forecast for *** beginning ***. The forecast for ***
will then be considered locked. Should Client fail to deliver a forecast for a
given ***, the *** of the *** shall be ***.

Client must receive written confirmation of acceptance of such forecast within
*** from its PeopleSupport Account Manager before the forecast is deemed
accepted by PeopleSupport. Once agreed the forecast is locked down,
PeopleSupport will be accountable to support the volume as outlined in the
forecast. If PeopleSupport fails to respond with a written communication of
acceptance within two business days, forecast will be considered as accepted.
Performance objectives and service levels shall not apply in a *** in which
Client has failed to deliver a ***. PeopleSupport agrees to service, in each
calendar month, that number of support sessions equal to the respective Support
Target for such month, but may, in its discretion, service additional support
sessions. PeopleSupport shall not be obligated to meet the agreed upon
performance objectives and service levels in the event the actual volume of
sessions received by PeopleSupport is more than *** over the respective forecast
for such point of contact or program only on the day of the excessive volume.

2.10     ADJUSTMENT TO FORECASTS AND RAMP-UP PROCESSES

PeopleSupport will develop a capacity plan such that the respective Support
Target may be increased or decreased by Client by up to an aggregate of *** each
month from prior month with respect to each customer contact methods. The
Support Targets for a *** become *** prior to the start of such ***.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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In no event shall PeopleSupport be required to staff to volumes, patterns and
handle time estimates and/or meet performance objectives (as defined herein),
which are unreasonable or cannot reasonably and/or practically be achieved
during the timeframe requested.

2.10.1   SUBSTANTIAL VOLUME INCREASES

If Client requires a volume increase in the number of contacts supported by
PeopleSupport (i.e., a monthly increase of more than *** with respect to a
customer contact methods) (a "Substantial Volume Increase"), a mutually agreed
upon ramp up period will be planned:

    a)  To facilitate the appropriate collection of human and technical
        resources to handle a Substantial Volume Increase, Client must provide
        reasonable notice to PeopleSupport, with no less than 45-day written
        notice before the start of the Substantial Volume Increase. The proposed
        Substantial Volume Increase requirements shall be reasonable under the
        circumstances and the available resources and technical infrastructure.
        Should Client provide less than 45-day written PeopleSupport will make a
        reasonable to handle the additional volume, but cannot guarantee
        performance goals during this period.

    b)  PeopleSupport will present Client with a Change Order outlining a
        detailed capacity ramp up plan ("Ramp up Plan") for Client's approval.
        Client must approve the capacity plan and the terms of the Change Order
        before PeopleSupport commences with the ramp up.

    c)  PeopleSupport will make every reasonable effort to achieve pre-defined
        performance objectives and Service Levels during the ramp up period set
        forth in the Ramp up Plan Change Order. However, Client will provide a
        reasonable time frame post ramp up to meet outlined performance goals
        and service levels.

    d)  Client will be responsible for all client specific new hire training
        costs required to meet service levels for forecasted volume, as set
        forth in Appendix A. PeopleSupport shall determine the staffing levels
        required based on Client's forecast and train new eReps to meet service
        levels. *** forecasted volumes that is not a result of attrition.

2.10.2   VOLUME DECREASES

Notwithstanding Section 2.8 above, if Client elects to decrease the volume of
sessions provided to PeopleSupport by more than ***, Client's minimum financial
obligation to PeopleSupport shall continued to be as set forth on Appendix A.

2.10.3   FORECASTS FOR SPECIAL PROMOTIONS AND ADVERTISING

Client will provide PeopleSupport with notice of and forecasts related to all
media and program promotions (including, but not limited to, radio, television,
direct mail, e-mail, Internet and other media) within a reasonable amount of
time before release of the promotion so that PeopleSupport can make appropriate
staffing or other adjustments. PeopleSupport shall not be obligated to meet
performance objectives in the event the actual volume of sessions received by
PeopleSupport is more than *** over the forecast. However, PeopleSupport shall
remain responsible for standard SLAs and performance standards if volume is
within the lock-in forecast level or any excess volume up to ***.

2.11     PEOPLESUPPORT OPERATIONAL CAPACITY PLANNING

PeopleSupport will work closely with Client's Work Force Management team to plan
capacity, and to develop operational plans. Based on the volume forecasts
provided by Client in the *** Support Forecasts, PeopleSupport will provide
Client with a *** capacity forecast reflecting



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------

the number of eReps required to handle the forecasted volume of contacts in
accordance with its performance objectives and service levels ("*** Capacity
Plan"). The *** Capacity Plan will factor in PeopleSupport's analysis of actual
contact volumes, historical performance, existing and new-hire resources and
special circumstances (holidays, seasonality and attrition factors).



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 13
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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3        TRAINING

The training phase of the outsourcing program is crucial to PeopleSupport's
ability to provide Client with quality service. In this section, our approach,
initial and ramp-up training process and the on-going program updates or changes
to training.

3.1      TRAINING APPROACH

Client will make available all existing training and research documentation,
training materials, and the knowledge base to PeopleSupport. Client and
PeopleSupport will jointly participate in the training needs analysis process
with members from both teams to identify learning objectives and determine the
scope of the training effort. For each program and curriculum required, Client
or Client designate must certify PeopleSupport trainers to provide training as
prescribed by Client.

PeopleSupport will provide written confirmation that all Pre-Shift material has
been delivered in accordance with Client's requests.

PeopleSupport will develop a customized training program for Client with the
following capabilities:

-    Utilize the Client trainers and facility for the Train-the-Trainer session.

-    Provide instructors with extensive background in customer service/technical
     support, as well as stand up classroom training experience.

-    Provide basic customer service and communications training, Client
     product/program training and pre-certification of agents prior to
     performing support for Client.

-    Establish a training and QA structure that supports Client's program
     requirements.

-    Create a separate training environment that resembles the live Client
     environment, including individual workstations equipped with Client's
     applications.

Client will be responsible for the ***.

3.2      ONGOING TRAINING AFTER LIVE DATE

Increases in the volume of services provided and/or significant changes to
Client's policies/procedures, products, or service offerings will require
post-implementation training. A need analysis will be conducted to determine if
any course development material must be prepared, and to scope out how long the
training should take so that PeopleSupport can appropriately schedule the
training. In order to provide the highest level of quality, PeopleSupport will
recommend training updates when deemed necessary. Client must provide
PeopleSupport with all relevant ongoing training materials a minimum of five (5)
business days in advance of the training date. In emergency situations where
programs may need to shift to PeopleSupport quickly and Client does not have the
luxury of a five (5) day advanced notice, PeopleSupport will make a reasonable
effort to provide and support training needs on an emergency needs basis.
PeopleSupport will provide *** and Client and will be ***.

Reasons for needing post-implementation training include, but are not limited to
the following:

-     New delivery mechanisms

-     System changes

-     Procedure changes




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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-    New product/service introductions

-    Policy changes

-    Changes to support provided

Client may request PeopleSupport to provide additional training on updated
material and other newly introduced Client system. Any training provided to
Client for this purpose is subject to the training rates listed in Appendix A of
this SOW No. 3. Client will be responsible for all of Client approved travel
related expenses of PeopleSupport personnel for this activity. Client will be
responsible for *** at the service levels set forth in this SOW No. 3.
PeopleSupport shall determine the number or eReps that are required to be
trained and will not be required to have prior approval from Client to hire
and/or train new eReps, though PeopleSupport will make every effort to
communicate any planned training with Client in a reasonable time frame.
PeopleSupport will be responsible for any *** caused by *** to planned ramp
down.

At least once per ***, Client and PeopleSupport shall conduct a *** to ensure
that PeopleSupport maintains the most updated and accurate training materials
available. Client is responsible for delivering updated training materials to
PeopleSupport on a regular basis.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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4  QUALITY ASSURANCE

PeopleSupport will provide a comprehensive quality management and assurance
process, including the following components:

-     A custom Quality Assurance program designed for the Client's program

-     A dedicated Quality Assurance (QA) team who together with an eRep's
      supervisor will conduct QA monitoring.

-     Weekly email coaching calibrations between PeopleSupport QA/Operations
      Team and the Client.

-     The frequency of monitoring will be commensurate with individual eRep
      performance scores.

-     Development of action plan for agents/teams that fall below the Client QA
      standard.

-     A "Best Practices" Training manual

-     A program and eRep score card providing metrics and performance against
      goals

-     Monitoring of SR compliance across the program

PeopleSupport utilizes and maintains an in-house quality assurance manual. The
quality assurance manual is used to document internal and custom client
processes and procedures. PeopleSupport and Client will work together to
regularly update the QA manual based on the close loop feedback mechanism and
through the Calibration Sessions. The frequency of monitoring will be no less
than *** of sessions handled ***. Quality goals will be established within ***
business days after Live Date of any new program and reviewed *** thereafter.
Both Parties will mutually agree to maintain a quality monitoring system.
PeopleSupport shall assign and dedicate one Quality Assurance Specialist per ***
eReps.

4.1 QUALITY ASSURANCE REVIEW PROCESS

Quality Assurance reviewing will be conducted by the QA department and the
Operation Supervisors or Operation Shift Lead. Each *** the QA Analyst will have
a target number of sessions to complete. The Analyst may conduct a review
through the use of *** transcripts or *** sessions.

During an *** review session, the *** transcript is pulled up using a
PeopleSupport's *** and for the *** review session, the *** session is either
retrieved from a *** sessions or through *** monitoring session. Sessions are
analyzed and scored by QA Analyst on the QA Score Sheet. After this process, the
QA Analyst meets with the eRep to deliver targeted feedback on his/her
performance and provides coaching, if necessary. QA Score Sheet results
detailing individual and team performance are reported to the Supervisors in the
weekly team reports. Trending analysis will be provided to Client on a weekly
basis. Sessions that determine an eRep's behaviors or actions were non compliant
with Client requirements or expectations will require immediate delivery of
feedback to the eRep and his/her Supervisor for immediate coaching.

In addition, Operation Supervisors review a sample of sessions on a weekly
basis. This review process, is similar to the QA process and is documented on
the same score sheet. The feedback is given to the eRep either immediately or
during a later review session. The Supervisor provides positive feedback or any
necessary coaching. If remedial action is required, the Production Supervisor
may recommend coaching from a Subject Matter Expert, listening to other eReps
during sessions, or providing additional focused training. If the PeopleSupport
QA



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 16
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a VeriSign(R) company
 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


Analysts provide feedback that suggests global training is required,
PeopleSupport will work with Client to develop required curricula.


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 17
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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5        TECHNOLOGY

5.1      TECHNOLOGY ARCHITECTURE AND SPECIFICATIONS

This section outlines the technical requirements for the integration of systems
and technologies in support of Client's operation at PeopleSupport.

The following diagram illustrates the agreed voice and data connectivity
architecture between Client and PeopleSupport facilities:

                                       ***

5.2      EMAIL TECHNOLOGY SUPPORT

PeopleSupport will provide support for Client's email by using PeopleSupport's
eShare email management system. PeopleSupport shall provide support for the
following Client mailboxes:



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                    PAGE 18
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
     NAME            ADDRESS                                      PROGRAM
<S>                  <C>                                          <C>
                     ***
                     ***
   Customer Service  ***                                            ***
                     ***
                     ***
   Fax Service       ***                                            ***
   Managed DNS       ***                                            ***
   WSV               ***                                            ***
   WSV Excel         ***                                            ***
   WSV Intuit        ***                                            ***
</TABLE>

It will be Client's responsibility to route these incoming emails to a
designated address on a dedicated PeopleSupport Mail Server. PeopleSupport will
initially support one queue for each mailbox listed above. Additional mailboxes
or queues may require a change order and carry applicable charges. PeopleSupport
will also support additional eShare queues to be used for escalations.

PeopleSupport shall provide support to Client using a dedicated mail server and
a dedicated eShare application server. Both the eShare application server and
email server shall have a redundant backup that is also dedicated for Client.

PeopleSupport shall provide Client *** of PeopleSupport's eShare application as
set forth in Appendix A of this SOW No. 3. Client will use eShare for updating
Client templates, handling escalations, and monitoring. PeopleSupport will
provide client with all files and documentation required to install and run the
eShare system. It shall be Client's responsibility to install the application on
Client designated workstations. PeopleSupport will provide client *** to be used
on the eShare systems. Client eShare logins will not have any administrative
capabilities beyond updating Client templates and categories.

At a future date, Client may elect to use Client's *** to process *** instead of
PeopleSupport's *** system. Should that change occur, the new process would need
to be documented in a change order.

The following diagram illustrates the *** and routing:



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 19
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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                                       ***



      1.    Client's customers will submit email inquiries through the Internet
            to Client hosted mailbox. These emails will be sent through the
            Internet to Client's mail server.

      2.    The Client mail server will then auto-forward the messages across
            the public Internet to the dedicated PeopleSupport mail server.

      3.    The incoming messages will be pulled from the PeopleSupport mail
            server in the eShare email response system hosted by PeopleSupport.
            The eShare system consists of a dedicated application server and
            dedicated database server. PeopleSupport eReps will respond to the
            emails through the eShare software on their desktop.

      4.    Outgoing email responses will be sent from eShare to the
            PeopleSupport mail server. The mail server will then send the
            outgoing messages through the Internet to the customers email
            account.

      5.    Client's agents may connect to the PeopleSupport eShare system using
            the eShare software installed on their desktop. Connectivity to the
            PeopleSupport eShare servers will be over the public Internet.

5.3   VOICE TECHNOLOGY SUPPORT

PeopleSupport eReps will receive voice calls on behalf of Client. Calls may be
received on *** or routed directly to PeopleSupport from a *** depending on the
program being supported. Calls will be routed from a *** lines terminated at
PeopleSupport's *** in Los Angeles. Calls will be routed from the Los Angeles
*** at PeopleSupport to the Manila operations centers using PeopleSupport's
private voice network.

PeopleSupport provides the routing, capacity management, and delivery of all
calls to the Manila center utilizing our dedicated private network and its
tandem ***. Calls are escalated back to Client facilities using ***
mechanisms as furnished by Client or using a Client provided dial plan to place
US-based outbound calls.

Client may also make use of Client's *** server to intelligently route calls to
PeopleSupport. Client will house a *** and a *** in PeopleSupport's Manila
center to assist with call routing. Calls will be routed between PeopleSupport
and Client's Call



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 20
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


Center based on agent availability and queue size. Client will maintain a
back-up routing mechanism in the event of a *** or network failure. Client will
be responsible for supporting and maintaining the ***.

PeopleSupport will provide and support the following VDNs and routing
requirements to support Client:

<TABLE>
<CAPTION>
                                  TOLL FREE
NAME                               NUMBER                  ROUTING                                     PROGRAM
<S>                               <C>                      <C>                                         <C>
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
***                                 ***                     ***                                          ***
                                    ***
***                                 ***                     ***                                          ***
</TABLE>

For calls that are routed directly to PeopleSupport from Client's toll free
number, PeopleSupport will provide a recorded greeting of up to 10 seconds. Any
changes to these recordings will be subject to a documented change order.

REAL TIME CALL MONITORING

PeopleSupport provides a real-time Service-Observe and call monitoring
capability for all of its locations. This monitoring is password protected and
can be conducted anytime and from anywhere without the need for prior
arrangement with PeopleSupport. Client has been provided with live call
monitoring capability by dialing into ***.

*** and real time volumes can also be monitored via *** or PeopleSupport's
Intellicenter Analytics portal. Client will be able to retrieve *** statistics
from PeopleSupport's Intellicenter Analytics portal. In addition, Client can
access the *** system to observe real time split/skill statistics and
performance information. The PeopleSupport Intellicenter portal is the book of
record for all call performance statistics and billable activity for Client.

5.5 DATA CONNECTIVITY

Data connectivity will be through a *** via a Client provided, dedicated ***
connection. Client will also provide a *** to serve as a backup. Client will
provide all required *** to establish the *** connection between PeopleSupport's
data center *** and Client's data center.

It is Client's responsibility to ensure that the network connectivity between
Client's facility and PeopleSupport's data center is adequate to support the
required applications and user level. Client is responsible for *** associated
with *** between the Client *** and PeopleSupport's ***.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 21
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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
--------------------------------------------------------------------------------


PeopleSupport and client will both monitor the communication link between the
two data centers as well as applications supporting the client program.

All email routed to and from PeopleSupport email servers shall be ***.


5.6     CLIENT APPLICATIONS

PeopleSupport utilizes the following applications supplied by Client to provide
customer service for Client's customers:

      1.    *** server application used for looking *** history.

      2.    *** application used for looking up *** information. This is an
            interim support tool that is scheduled to be decommissioned in ***.

      3.    *** - Web based application used to replicate most of the features
            of

      4.    ***

      5.    *** application used for the *** accounts

      6.    *** applications used to record service request information and
            inbound faxes.

Client represents and warrants that it has obtained all necessary rights for
PeopleSupport to use all Client provided systems, applications and materials,
and shall indemnify PeopleSupport against any claims arising out of Client's
failure to secure such rights for PeopleSupport. PeopleSupport is not
responsible for meeting agreed upon performance objectives and service levels
for a day in which PeopleSupport is unable to access Client provided systems.
Furthermore, Client remains responsible for the full daily rate of all eReps
assigned to support Client on any day, or portion thereof, that PeopleSupport is
unable to support Client due to Client system problems for more than ***. Daily
rate will be based on *** of the forecasted volume for all customer contact
methods.

5.6.1   CLIENT *** APPLICATION SERVERS

PeopleSupport houses *** servers to facilitate access to *** using the ***
interface. The *** application servers utilize a secure communication link with
Client's databases residing at Client's facilities. Two of the application
servers act as ***. The third application server acts as a *** for disaster
recovery purposes.

The *** Applications will be used to receive and process *** messages. It is
Client's responsibility to maintain and administer these servers and any
applications that reside on them. This includes *** accounts, conducting
regularly scheduled reboots, ensuring that servers are optimized to handle the
required usage, and any other support needed.

5.6.2   USE OF *** APPLICATION

PeopleSupport will utilize Client's *** software to manage and close all contact
related activity. *** will be created for all *** sessions. *** request will
only be created for inbound *** that need to be escalated to ***.

*** will be used to manage inbound faxes. Client's *** system will handle
routing of incoming faxes in to *** and assign them to the appropriate service
request. If *** is




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 22
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 NETWORKSOLUTIONS(R)                                               PEOPLESUPPORT
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unable to assign the *** to a *** then it will be assigned to the general ***
queue. PeopleSupport eReps(TM) will need to regularly query *** to retrieve
incoming *** to be processed. PeopleSupport eReps(TM) will also need to monitor
the general queue to manually assign those *** to the appropriate ***.

Client will be responsible for application development, application support,
application performance and all associated maintenance and licensing issues
associated with its *** call management system. As the *** application has a
direct impact on PeopleSupport's ability to conduct its services and meet
program service levels, PeopleSupport and Client agree to follow the
PeopleSupport technical escalation procedures outlined in Attachment B of this
SOW No. 3 in order to resolve any technical issues. Client agrees to create,
modify and manage eRep logins, passwords and to conduct other application
administration promptly so as to not affect PeopleSupport's ability to utilize
the system for call management. Client agrees to a *** turn around period for
completion of all user administration specifically for updating and/or changing
existing *** and *** management systems.

5.6.3    *** SOFTWARE DISTRIBUTION

Client will require PeopleSupport to make regular updates to the *** system by
deploying updated files on eRep workstations. PeopleSupport requires a minimum
of *** advance notice prior to normal *** upgrade. However, PeopleSupport will
assist Client with emergency changes on a case by case basis on shorter notice.
PeopleSupport will manage the distribution of the updated files to eReps
workstation from Client files supplied on Client's network. Any *** upgrade
activities beyond a standard monthly upgrade consisting of copying upgraded ***
files may carry a professional services fee as defined in Appendix A of this SOW
No. 3.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.

                                    SOW NO. 3
                                     PAGE 23
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5.7   REPORTING AND DATA FEED

      PeopleSupport will provide Client with *** to access a secure web site
      containing the Intellicenter Analytics portal. Client may access all of
      its reports for its account through the Intellicenter. All reports are
      based on US Central Time (CT) standard. If Client wishes to have reports
      generated on information not included in the PeopleSupport standard
      reporting package, PeopleSupport can provide custom reporting. The
      requirements, cost, and time frame required for development will be
      determined by the Implementation Project Manager and will be submitted to
      Client in writing for approval prior to commencement of development.

      Information available on the Client Portal will be maintained on the
      Portal for the following periods of time: thirty (30) days of Daily
      Reports; 6 months of Weekly Reports; and 1 year of Monthly Reports. It is
      Client's responsibility to keep and store such reports for future
      reference. For a period of One (1) year, PeopleSupport will keep raw data
      only.

      PeopleSupport's standard email reports include the "Email Performance
      Report". This report is generated on a *** basis with  *** intervals. This
      report includes the number of *** required to *** from *** for the ***,
      and the number of ***. On the *** report this information is divided into
      ***. An example of the *** version of this report is included in Appendix
      C.

      In addition to providing standard reports, PeopleSupport will provide the
      *** defined in Appendix C. PeopleSupport will post these reports to
      PeopleSupport's Intellicenter Analytics Portal and on a *** basis the ***
      version of these reports will be posted to PeopleSupport's FTP site.

      Client will promptly and regularly provide PeopleSupport with reports
      required to perform QA, validate forecasts, and monitor eRep utilization.
      If Client data servers are fully operational at a minimum, Client will
      provide PeopleSupport the following reports:

      -     On a daily basis, Client will provide PeopleSupport a list of the
            number of faxes received, processed, the average time required to
            process fax from time received until the fax is completely
            processed, and the number of faxes pending by queue divided in to
            half hour segments.

      -     On a daily basis, Client will also *** per queue.

      -     On the first business day of each month, Client will provide
            PeopleSupport the number faxes processed by Queue, the number
            processed in less than two hours, and the number processed in less
            than six hours.

      Alternatively, Client may provide PeopleSupport ***. Such a *** would be
      delivered to PeopleSupport on a *** basis *** and contain details ***.

      Client acknowledges and agrees that service level agreements relating to
      fax customer contact will be waived if Client fails to provide
      PeopleSupport with ***.




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 24
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
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5.8     ESCALATION OF TECHNOLOGY ISSUES

PeopleSupport and Client agree to follow the Technical Escalation Procedures
documented hereto as Appendix B for any technical issues that may arise
affecting Client's customer service operations.


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 25
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


6     SECURITY

6.1   CLIENT SECURITY REQUIREMENTS

A. SECURITY
PeopleSupport will use *** to comply with the following: (a) use current
security to protect the PeopleSupport telecommunications system and any computer
system or network device that PeopleSupport uses to provide Services hereunder
against the *** (i) protecting against ***, (ii) securing the computer systems
and network devices, and (iii) protecting against ***; (b) with respect to any
of the Services or any other information or material, if any, provided by
PeopleSupport to Client via electronic mail, a website and/or otherwise via the
Internet (and/or to the extent PeopleSupport shall have access to Client's
and/or its Affiliates' electronic mail, website and/or other Internet systems),
provide security to *** that PeopleSupport accesses or uses to provide the
foregoing against the *** (i) protecting against ***, (ii) securing such server,
and (iii) protecting against *** of *** software; and (c) maintain *** and
provide general maintenance and monitoring of *** and implementation of *** set
changes and active *** monitoring of *** in order to identify attempted security
violations. In the event of an attempted security violation, PeopleSupport shall
notify Client as soon as reasonably possible.

B. INTRUSION DETECTION
PeopleSupport will use *** to use and follow the following intrusion detection
services and procedures: (a) provide intrusion detection services to detect
unauthorized access to or unauthorized activity on the PeopleSupport
telecommunications system as well as networks, computer systems and network
devices associated with the use of and access to the Client's call management
systems and databases. PeopleSupport will attempt to ensure that all intrusion
detection measures and systems are maintained and functional on a *** basis.
Intrusion detection services shall include, *** appropriate computer system
access logs and (b) notify Client as soon as reasonably possible of any
detected, potential or suspected intrusions in violation of this subsection B.

C. VIRUS PROTECTION
PeopleSupport will use *** to use and follow the following computer virus
detection/scanning services and procedures: (a) employ, implement and maintain
the then current *** program (including, without limitation, a feature to
prevent the spread of computer viruses between parties which access or exchange
data or files through network connectivity) prior to sending any data, files or
other material to Client and/or accessing or submitting the same to Client's
call management systems (singularly or collectively "Data Sending") and, upon
detecting *** and (b) install and use such computer virus detection/scanning on
all Data Sending mechanisms as well as at any other points reasonably requested
by Client.




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 26
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BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


D. ACCESS CONTROL
PeopleSupport will use *** to use and follow the following access control
services and procedures: (a) implement measures to restrict *** systems to only
authorized personnel; (b) attempt to ensure that all eReps and other
PeopleSupport personnel who access or submit material to Client's *** are *** to
and *** by the PeopleSupport hosted systems and Client's *** (PeopleSupport
shall not use any ***); (c) enforce the principle of "***," namely, that
authorized personnel only have the level of access to Client's call management
systems required to perform their job functions in providing services to Client;
(d) in addition to any application, database or operating system level access
controls, *** encryption technology, e.g., *** (all encryption mechanisms
employed by PeopleSupport must be approved in advance, in writing, by Client);
(e) restrict access to all Client's customers' or providers' data, personally
identifiable information, and other data identified by Client as "sensitive" or
"confidential" stored on backup media, in hardcopy form or in any other format
to only those employees who require such access to accomplish their job
functions in performing the Services and store such data in a physically secure
location; and (f) remove all Client data and data identified as "***" from any
media, whether magnetic, optical or any other form, before disposing of such
media. (By way of example only, and without limitation, an acceptable form of
data removal for magnetic media would be degaussing.)

E. DATA INTEGRITY
PeopleSupport will use *** to provide the following data communication security
services: (a) ***.

F. NOTICE AND LOGS
PeopleSupport shall report actual or potential security violations or incidents
that impact Client to Client within *** of PeopleSupport's knowledge.

G. CLIENT SECURITY REQUIREMENTS
The service requirements, functions, security features and other requirements
set forth in Subsections A. through F. above, inclusive, shall be referred to
singularly or collectively as the "Client Security Requirements."

6.2 PEOPLESUPPORT SECURITY PRACTICES

A. PeopleSupport shall disclose to Client PeopleSupport's physical, personnel,
communications, data and operational and security policies, procedures and
methodologies and all hardware, software, telecommunications and other
technology used to implement such policies, procedures and methodologies,
including, without limitation, those related to network firewalls, access
control, system administration and maintenance, intrusion detection, virus
detection and




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


eradication, data encryption, data backup, system restoration, redundant
systems, backup power and disaster recovery used by PeopleSupport to meet the
Client Security Requirements (singularly or collectively, "PeopleSupport
Security Practices").

B. To the extent required, PeopleSupport shall have *** days to phase in its
PeopleSupport Security Practices to meet the Client Security Requirements.
During (but not necessarily for the full extent of) any such period, Client may
conduct a review and audit of PeopleSupport's Security Practices. At the
conclusion of such audit ("Security Audit Completion"), Client may advise
PeopleSupport of suggested modifications or additions to its PeopleSupport
Security Practices in order to comply with the Client Security Requirements.
PeopleSupport agrees that beginning upon the Security Audit Completion it will
use commercially reasonable efforts to comply with the Client Security
Requirements. In addition, PeopleSupport agrees to work with Client to implement
acceptable recommendations that Client makes with respect to the PeopleSupport
Security Practices.

C. Client may conduct audits, upon a minimum of *** prior written notice and
during normal business hours so as not to materially effect PeopleSupport's
operation of its business, to determine PeopleSupport's state of compliance with
respect to obligations set forth in this Section.

6.3   NETWORK SECURITY

-     Entrance to the PeopleSupport network is protected by firewalls. Access to
      the production systems is granted on an as-needed basis, and is monitored
      for any possible abuse or unauthorized users.

-     Client equipment shall reside on a separate VLAN.

-     Upon a minimum of *** prior written notice and during normal business
      hours so as not to materially effect PeopleSupport's operation of its
      business, PeopleSupport will permit Client to conduct an independent and
      non-intrusive audit of its security policies, procedures and systems
      including non-invasive penetration testing.

-     PeopleSupport provides a Tier Three Physical Access Control facility, with
      agents residing in a Tier Two Facility Physical Access Control Facility.

-     PeopleSupport provides workstations, offices for management/Team Leaders
      for this program and training/conference areas as well as telephones,
      headsets and installation.

-     PeopleSupport will provide advance notice, in writing, of any desire to
      relocate Client's contact service operations to a new or different
      facility(s). Any services rendered in any of the outsourcer facility other
      than the initially agreed upon Primary Facility, must meet the standards
      of performance and competency specified herein, with no degradation,
      starting at the time the operations to other facilities, including but not
      limited to installation of the necessary telecommunications facilities.

6.3 EREP BACKGROUND CHECK

PeopleSupport performs background checks on all PeopleSupport eReps. The
background checks include ***, request for submission of *** and reviews of
previous ***. Upon hiring, each PeopleSupport eRep signs proprietary
information, non-disclosure and inventions agreements.



***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 28
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute and meet the deliverables outlined in this SOW No. 3.


NETWORK SOLUTIONS, INC.

/s/ John Donaghue
------------------------
Signature

John Donaghue
------------------------
Print Name

Executive Vice President
------------------------
Title

6/2/03
------------------------
Date

/s/ Illegible
------------------------
Signature

Contract Administrator
------------------------
Title

6-2-2003
------------------------
Date



PeopleSupport, Inc.


/s/ Lance Rosenzweig
------------------------
Signature

CEO
------------------------
Print Name

Lance Rosenzweig
------------------------
Title

May 23, 2003
------------------------
Date


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


APPENDIX A - PRICING

The following pricing schedule is based on PeopleSupport handling email and
voice technical support for Client.

<TABLE>
<CAPTION>
SERVICE                                                           PRICE
<S>                                                               <C>
***
***
***





ALL PROGRAMS AND CUSTOMER CONTACT METHODS
-     Per ***
      Pricing includes ***



-    Processing time for ***

                                                                  $***


      ALL PRICES INCLUDE***:
***
***
***
***
***
***
TRAINING
Course Development                                                $***
***
***                                                               $***
***
***
VOICE TELECOM FEES
</TABLE>




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 30
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
SERVICE                                                           PRICE
-------                                                           -----
<S>                                                               <C>
***                                                               $***





***
DATA CONNECTIVITY FEES
Client will be responsible for all ***                            $***
TECHNOLOGY HOSTING FEES
   PRICE INCLUDES:                                                $***
-     ***
-     ***
-     ***
-     ***
-     ***
PROFESSIONAL SERVICES, as requested by client
Technical services rendered to alter, change, update or           $***
modify the Client Web Site, and PeopleSupport provided
software, the interface, Internet connectivity, to develop
or modify reports, *** upgrade deployment or for other
technical services.
</TABLE>

<TABLE>
<CAPTION>
ITEM               DESCRIPTION
----               -----------
<S>                <C>
TRAVEL EXPENSES    Client will promptly ***

MINIMUM MONTHLY    ***
COMMITMENTS
                                     or

                   $***

                   The above minimums shall apply to all programs and may apply
                   to any services defined in this SOW as well as other services
                   mutually agreed
</TABLE>




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


<TABLE>
<S>                <C>
                   to. The minimum fees set forth here are exclusive of ***
                   The term of this SOW No. 3 shall be from 5/1/03 till 3/31/04
                   unless sooner terminated as provided below. During the term
                   of this SOW No. 3, a party may terminate this SOW No. 3 if
                   there is a material default by the other party which remains
                   uncured for more than thirty (30) days following receipt of
                   written notice of such default; provided however that if the
                   alleged default cannot be reasonably cured within thirty (30)
                   days, then the thirty day period shall be extended to that
                   amount of time reasonably necessary to cure such default in
                   which case the defaulting party shall not be deemed to be in
                   material breach provided further that the defaulting party
                   shall have commenced reasonable actions to cure such default
                   during the initial notice period and continue to take such
                   actions after the expiration of the initial notice period.
                   Commencing on 10/1/03, either party may terminate this SOW
                   No. 3 for any reason upon 90 days prior written notice.

Contract Terms

                   Client agrees that PeopleSupport shall be its exclusive
                   outsourcer for the services contemplated in this agreement
                   and for other customer care services provided performance
                   expectations are met or exceeded for all outlined metrics.
                   During the course of the Agreement, Client shall enter into
                   no agreements with other outsourcers for heretofore-described
                   activities.

                   Client agrees to accept electronic invoices and will work in
                   good faith to pursue an electronic payment service for
                   payment of such invoices.
</TABLE>




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


APPENDIX B -- TECHNICAL ESCALATION PROCEDURES

PRIMARY TECHNICAL CONTACTS
PeopleSupport and Client have provided the following designated contacts that
are authorized to respond to technical emergencies and escalations:

CLIENT TECHNICAL ESCALATION INFORMATION

<TABLE>
<CAPTION>
                                                                                     CELL        HOURS
NAME              ORGANIZATION    EMAIL ADDRESS           PHONE NO.     PAGER NO.    PHONE NO.   ON CALL
----              ------------    -------------           ---------     ---------    ---------   -------
<S>               <C>             <C>                     <C>           <C>          <C>         <C>
NOC               NSI             ***                           ***                              ***
Dot Command       NSI             ***                           ***                              ***
</TABLE>

NOTE: Name of mailbox subject to change
PEOPLESUPPORT TECHNICAL ESCALATION INFORMATION
<TABLE>
<CAPTION>
                                                                                     CELL        HOURS
NAME              ORGANIZATION    EMAIL ADDRESS           PHONE NO.     PAGER NO.    PHONE NO.   ON CALL
----              ------------    -------------           ---------     ---------    ---------   -------
<S>               <C>             <C>                     <C>           <C>          <C>         <C>
Helpdesk          Help Desk       ***                           ***     N/A          N/A         ***
</TABLE>




***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 33
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


PURPOSE AND SCOPE
PeopleSupport has established a set of standard Client Escalation Procedures
available to all clients. These escalation procedures are outlined below.
PeopleSupport has made an effort to address all operational aspects of providing
continued service to clients. However, we recognize that clients might require
additional procedures unique to their operational needs. To address these unique
requirements outside of the standard escalation procedures, PeopleSupport can
work with each client to create customized business resumption and escalation
procedures as needed.

This document serves as the standard PeopleSupport Client Escalation Procedure.
This procedure documents both Client and PeopleSupport responsibilities with
regards to notification, ongoing communication and correction of problems
arising from an outage in services caused by systems and internal operational
elements under the control of PeopleSupport or caused by external elements
outside of the direct control of PeopleSupport. Specifics as to the
PeopleSupport service (the "Service") to be provided to the Client are set forth
in Client's Statement of Work (SOW), which is incorporated, signed into and made
a part of the Agreement.

For reference, policies and procedures for system backup and recovery are stated
in the PeopleSupport Backup and Offsite Storage Policies document. The document
can be obtained by contacting your PeopleSupport Account Executive.

EVENT NOTIFICATION
PeopleSupport shall provide initial notice to a designated Client representative
by telephone, e-mail, pager or comparable notification service within 1 hour of
PeopleSupport becoming aware of an event that has caused or may cause an
unscheduled outage or security breach problem. Client must provide a valid pager
number, fax number, voice mail or email address to PeopleSupport Helpdesk for
this purpose. PeopleSupport will contact the NOC at designated contact phone
number or email addresses to report such activity.

Client is solely responsible for providing accurate contact information for
Client's designated point of contact. In the event Client first becomes aware of
such outage or security breach event, Client shall promptly provide initial
notice to PeopleSupport via the assigned PeopleSupport Helpdesk Number provided
to Client. In the event of critical outages, status reports about the event will
continue on the hour until either the event has been resolved or both
PeopleSupport and Client have determined a course of action that does not
require continued notification.

CLIENT TECHNICAL SUPPORT
PeopleSupport will provide 7x24 customer service in support of Client's customer
service solution via email, voice and voice mail for the purpose of these Client
Escalation Procedures. The customer service center can be used to log problem
reports or request assistance with system usage. Details of PeopleSupport and
Client responsibility for the applications and services are outlined in the SOW.

MONITORING SERVICES
Monitoring Services refer to the ability of PeopleSupport to observe the
performance and availability of system, application and network components of
the customer service solution in real-time and identifying problems with such
components that indicate an outage of services. PeopleSupport will perform 7x24
system-level monitoring, including polling of the hardware,


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


operating system and applications in order to detect abnormal system conditions.
Key system metrics monitored by PeopleSupport include:

-     Hardware malfunctions
-     Server uptime
-     File System and Space utilization
-     CPU utilization
-     Memory utilization
-     Application Service availability
-     Wide-Area network uptime
-     Intrusion Detection and logging

For equipment directly under the control of PeopleSupport, PeopleSupport
utilizes hardware sparing and redundant equipment whenever possible to address
malfunctioning equipment outages.

PROBLEM CATEGORIES AND PRIORITIES
PeopleSupport has established a standard problem management procedure to
identify, categorize and track problems with the operational and hosted
solutions under its direct control. Problems are categorized and prioritized by
order of importance to our Clients. PeopleSupport assigns a case number to the
problem when a client initiates a problem report by notifying the PeopleSupport
Helpdesk.

The PeopleSupport Helpdesk can be reached at numbers listed at the beginning of
this document.

There are four categories of problems ranging from Emergency (Priority 1) to
Assistance (Priority 4.)

      PRIORITY 1 - EMERGENCY: A major catastrophic system or network outage with
      no known or accepted immediate workaround. All available resources are
      applied to resolve the problem continuously. Examples of typical
      emergencies are:

      -     Total outage of an application system, service or Voice
            infrastructure

      -     Partial outage of an application system (e.g. more than 50% of
            Client's users are affected) with considerable restrictions of use

      -     Loss of data, information integrity or interfaces

      -     Considerable loss of redundancy due to outage of communication
            links, network, or server stand-by units.

      -     All security incidents with major impact to Client's operation at
            PeopleSupport.

      PRIORITY 2 - CRITICAL: A problem resulting from the system not meeting
      technical specifications and/or performance. Portions or aspects of the
      system are inoperable but the core portion of the system is available. All
      resources are applied to resolve the problem continuously. Examples of
      typical critical problems are:

      -     Unavailability of Reports

      -     Unavailability of voice lines, routing problems or system resource
            issues

      -     Inability of some users to login to the system due to security or
            access control issues

      -     Malfunction of a major feature of the system

      -     Security breaches and virus attacks with significant impact to
            Client's operation at PeopleSupport.


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 35
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


      PRIORITY 3 - NON-CRITICAL: Problems, which require technical advice or a
      solution for minor and non-emergency problems. A work around is available
      and there are no major operational or security impacts. Resources are
      applied to resolve the problem within mutually agreed upon timeframes
      based on the nature of the problem.

      PRIORITY 4 - ASSISTANCE: Minor, non-disruptive operational error or
      function, general questions, or enhancement requests for new functionality
      or a change in existing functionality with little immediate operational
      impact. Resources are applied to resolve the problem within mutually
      agreed upon timeframes based on the nature of the problem.

PROBLEM RESOLUTION RESPONSE TIMES
The following table indicates PeopleSupport's problem resolution goals. These
resolution goals apply to all problems related to systems and services under the
direct control of PeopleSupport. Problem resolution or workaround time commences
after the problem has been identified and reproduced by PeopleSupport. A Call
Back procedures is followed by PeopleSupport to notify clients affected by
priority 1-3 problems. Clients must provide PeopleSupport Helpdesk with up to
date contact information and a preferred method of communication for all
notifications. Client's primary contact shall have the authority to make
decisions on behalf of Client to facilitate a rapid resolution of all problems.

<TABLE>
<CAPTION>
                    CALL BACK TIME AFTER CASE IS       PROBLEM RESOLUTION OR WORKAROUND
                    OPENED BY PEOPLESUPPORT            TIME AFTER PROBLEM IDENTIFICATION BY
CASE PRIORITY       HELPDESK                           PEOPLESUPPORT
-------------       --------                           -------------
<S>                 <C>                                <C>
Priority 1          1 hour                             4 hours
Priority 2          2 hour                             12 hours
Priority 3          1 day                              1 week
Priority 4          TBD                                TBD (typically 2-4 weeks)
</TABLE>

IN PRIORITY 1 AND PRIORITY 2 CASES THAT ARE AS A RESULT OF PEOPLESUPPORT SYSTEM
PROBLEMS, PEOPLESUPPORT SHALL WORK AROUND THE CLOCK UNTIL A RESOLUTION OR
WORKAROUND IS REACHED.

All priority 1 problems are escalated internally as follows:

<TABLE>
<CAPTION>
PRIORITY 1          CUSTOMER CARE OPERATIONS
IMPACT              NEXT LEVEL MANAGER                 INFORMATION TECHNOLOGY
DURATION            CONTACTED                          NEXT LEVEL MANAGER CONTACTED
--------            ---------                          ----------------------------
<S>                 <C>                                <C>
0-1 hour            Account Supervisor                 On Call IT Support Engineer
> 1 hour            Client Account Manager             Manager of Help Desk
> 2 hours           Center Director                    Director of Network Operations
> 4 hours           Managing Director of Operations    Chief Information Officer

</TABLE>

In priority 3 cases, PeopleSupport shall use commercially reasonable efforts to
notify the Client and resolve problems as quickly as is reasonably practical.
Resolution to problems with priority 4 depends on the scope and nature of the
request (typically a programming or enhancement request) and cannot be
accurately forecasted. If a problem cannot be resolved permanently, a temporary
resolution will be implemented to the extent possible based on mutual agreement
with Client.


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 36
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NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
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ESCALATION AND PROBLEM RESOLUTION PROCEDURES

-     IF THE SOURCE OF THE PROBLEM IS EXTERNAL TO PEOPLESUPPORT

When there is a site and/or system problem that is external to PeopleSupport
(such as unavailability of the Client Web Site or back-end application system or
tools):

A)    Client shall notify the PeopleSupport Helpdesk within one hour of noticing
      the outage.

B)    PeopleSupport will "troubleshoot" the problem as appropriate to determine
      the impact of the problem to systems and networks under the control of
      PeopleSupport. If the problem is as a result of systems and facilities
      outside the control of PeopleSupport, Client shall assign a designated
      resource to PeopleSupport to address the problem within a mutually agreed
      upon timeframe.

C)    PeopleSupport shall contact Client's designated support staff to inquire
      about the problem periodically until the problem is resolved. Client's
      designated support entity must be listed at the beginning of this
      document.

D)    Client's designated support staff shall respond to PeopleSupport inquiries
      with timely updates in 60-minute intervals until the problem is resolved.

In the event of a technical problem with Client's call tracking system, email
management system, or any Client system directly used by PeopleSupport eReps,
problems may have a direct impact on PeopleSupport's ability to meet the agreed
upon service levels. In such cases, PeopleSupport reserves the right to waive
the agreed upon Service Level measures or customer care as long as the problem
remains unresolved by the Client.

-     IF THE SOURCE OF THE PROBLEM IS INTERNAL TO PEOPLESUPPORT

When there is a system or operational problem that is internal to PeopleSupport
(such as unavailability of the voice systems, applications or network access):

A)    Client shall contact the PeopleSupport Helpdesk to report an exact detail
      of the problem as soon as Client notices the problem. Or, wherein the only
      available resource is PeopleSupport (i.e. weekends, or after hours),
      PeopleSupport personnel shall notify Client via the NOC escalation process
      of said disruptive service. A PeopleSupport Helpdesk Analyst will receive
      the call and open a ticket for the problem under an assigned priority. In
      the event that an Analyst is not reachable, a voice mail or Page may be
      left for the on-call support analyst at PeopleSupport. The Helpdesk shall
      return all voice mails and pages within 30 minutes.

B)    PeopleSupport Analysts will "troubleshoot" the problem as appropriate to
      determine if the problem is related to systems and networks under the
      control of PeopleSupport. If the problem is as a result of systems and
      facilities under the control of PeopleSupport, a designated resource from
      PeopleSupport will be assigned to address the problem.

C)    PeopleSupport Analyst shall notify Client's designated point of contact
      within one hour of noticing an outage.

D)    PeopleSupport Analyst shall provide Client with updates in 60-minute
      intervals until the problem is resolved.

E)    In the event of a major catastrophic impact to Client's operation at
      PeopleSupport caused by systems under PeopleSupport's direct control,
      PeopleSupport shall exercise the Client's agreed to Disaster Recovery plan
      to resolve the problem.

F)    For Priority 1, if the outage exceeds 24 hours and is in PeopleSupport's
      control, PeopleSupport will provide Client with a credit equal to 5% of
      the monthly invoice amount for the customer contact methods affected.


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This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


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a VeriSign(R) company
NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
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SCHEDULE MAINTENANCE POLICY
To maintain and enhance PeopleSupport's hosted applications, network
infrastructure and communication systems, we have established a scheduled weekly
maintenance window. The time periods below represent a designated window of time
that scheduled and routine maintenance activity may be planned without prior
notice. PeopleSupport will attempt to minimize the impact of the scheduled
maintenances as much as possible without impacting system's future uptime and
availability. Though the systems might not become unavailable every week during
the scheduled times listed below, clients should assume and plan for momentary
outages during these timeframes accordingly.

DAY OF THE WEEK         START TIME           END TIME
Tuesday                 10:00 PM (CST)       12:00 AM (CST)
Thursday                10:00 PM (CST)       12:00 AM (CST)
Sunday                  12:00 AM (CST)       4:00
         AM (CST)


In addition to regularly scheduled maintenance, PeopleSupport may at times
perform emergency maintenance. Whenever possible, PeopleSupport shall make
commercially reasonable efforts to provide Client with forty-eight (48) hours
prior notification of all scheduled maintenance procedures arising from
emergencies.

MODIFICATION OF ESCALATION PROCEDURES
Client acknowledges that from time to time, PeopleSupport may be required to
modify terms and conditions of this Client Escalation Procedure as required by
third-party vendors. PeopleSupport shall notify Client of any such Required
Modification. Client shall have five(5) business days to review such
modification and notify PeopleSupport of its acceptance or rejection of same.
Failure to affirmatively reject shall be deemed an acceptance under this
section.


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This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


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a VeriSign(R) company
NETWORKSOLUTIONS(R)                                                PEOPLESUPPORT
--------------------------------------------------------------------------------


                            NON-DISCLOSURE AGREEMENT
                             PROPRIETARY INFORMATION


--------------------------------------------------------------------------------
This document contains unpublished, confidential and proprietary information of
PeopleSupport, Inc. No disclosure, duplication or use of any portion of the
contents of these materials, for any purpose, may be made without the prior
express written consent of PeopleSupport, Inc.


                                    SOW NO. 3
                                     PAGE 39


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                                   EXHIBIT B


                                    NSI NDA






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                            NON-DISCLOSURE AGREEMENT
                             Proprietary Information

This is an Agreement, effective October 2, 2000, 2000 between Network Solutions,
Inc. (hereinafter referred to as "NSI") and PeopleSupport, Inc,, a Delaware
corporation (hereinafter referred to as "PSI"). It is recognized that it may be
necessary or desirable to exchange information between NSI and PSI for the
purpose of discussing a possible Interactive Support Services Agreement. With
respect to the information exchanged between the parties subsequent to this
date, the parties agree as follows:

(1)   "Proprietary information" shall include, but not be limited to,
      performance, sales, financial, contractual and special marketing
      information, ideas, technical data and concepts originated by the
      disclosing party, not previously published or otherwise disclosed to the
      general public, not previously available without restriction to the
      receiving party or others, nor normally furnished to others without
      compensation, and which the disclosing party desires to protect against
      unrestricted disclosure or competitive use, and which is furnished
      pursuant to this Agreement and reasonably believed by the " receiving
      party to be Proprietary Information of the disclosing party.

(2)   Each party covenants and agrees that it will keep in confidence, and
      prevent the disclosure to any person or persons outside its organization
      or to any unauthorized person or persons, any and all information which is
      received from the other under this Non-Disclosure Agreement; provided
      however, that a receiving party shall not be liable for disclosure of any
      such information if the same:

      A.    Was in the public domain at the time it was disclosed,

      B.    Becomes part of the public domain without breach of this Agreement,

      C.    Is disclosed with the written approval of the other party,

      D.    Is disclosed after two years from receipt of the information,

      E.    Was independently developed by the receiving party,

      F.    Is or was disclosed by the disclosing party to a third party without
            restriction, or

      G.    Is disclosed pursuant to the provisions of a court order.

      As between the parties hereto, the provisions of this Paragraph 2 shall
      supersede the provisions of any inconsistent legend that may be affixed to
      said data by the disclosing party, and the inconsistent provisions of any
      such legend shall be without any force or effect.

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      Any protected information provided by one party to the other shall be used
      only in furtherance of the purposes described in this Agreement, and shall
      be, upon request at any time, returned to the disclosing party. If either
      party loses or makes unauthorized disclosure of the other party's
      protected information, it shall notify such other party immediately and
      take all steps reasonable and necessary to retrieve the lost or improperly
      disclosed information.

(3)   The standard of care for protecting Proprietary Information imposed on the
      party receiving such information, will be that degree of care the
      receiving party uses to prevent disclosure, publication or dissemination
      of its own proprietary information, but in no event less than reasonable
      care.

(4)   Neither party shall be liable for the inadvertent or accidental disclosure
      of Proprietary Information if such disclosure occurs despite the exercise
      of the same degree of care as such party normally takes to preserve its
      own such data or information.

(5)   In providing any information hereunder, each disclosing party makes no
      representations, either express, or implied, as to the information's
      adequacy, sufficiency, or freedom from defect of any kind, including
      freedom from any patent infringement that may result from the use of such
      information, nor shall either party incur any liability or-obligation
      whatsoever by reason of such information, except as provided under
      Paragraph 2, hereof.

(6)   This Non-disclosure Agreement contains the entire agreement relative to
      the protection, of information to be exchanged hereunder, and supersedes
      all prior or contemporaneous oral or written understandings or agreements
      regarding this issue. This Non-Disclosure Agreement shall not be modified
      or amended, except in a written instrument executed by the parties.

(7)   Nothing contained in this Non-Disclosure Agreement shall, by express
      grant, implication, estoppel or otherwise, create in either party any
      right, title, interest, or license in or to the inventions, patents,
      technical data, computer software, or software documentation of the other
      party.

(8)   Nothing contained in this Non-Disclosure Agreement shall grant to either
      party the right to make commitments of any kind for or on behalf of any
      other party without the prior written consent of that other party.

(9)   The effective date of this Non-Disclosure Agreement shall be the date upon
      which the last signatory below executes this Agreement.

(10)  This Non-Disclosure Agreement shall be governed and construed in
      accordance with the laws of the State of California.

(11)  This Non-Disclosure Agreement may not be assigned or otherwise transferred
      by either party in whole or in part without the express prior written
      consent of the other party, which consent shall not unreasonably be
      withheld. This consent requirement shall not apply in the event either
      party shall change its corporate name or merge with another corporation.
      This Non-

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      Disclosure Agreement shall benefit and be binding upon the successors and
      assigns of the parties hereto.

(12)  Both parties agree to take all reasonable precautions to prevent any
      trading in Company securities by their respective officers, directors,
      employees and agents having knowledge of the proposed transaction between
      the parties until the proposed transaction has been sufficiently publicly
      disclosed. The parties understand and agree that until a press release is
      issued regarding a proposed transaction between the parties, neither party
      will disclose the fact that negotiations are taking place, except to
      professional advisors and to employees of the parties on a need-to-know
      basis.

(13)  It is further understood and agreed that money damages would not be a
      sufficient remedy for any breach of this agreement by either party or any
      of its representatives and that the non-breaching party shall be entitled
      to equitable relief, including injunction and specific performance, as a
      remedy for any such breach. Such remedies shall not be deemed to be the
      exclusive remedies for a breach of this agreement but shall be in addition
      to all other remedies available at law or equity. In the event of
      litigation relating to this agreement, if a court of competent
      jurisdiction determines that either party or any of its representatives
      have breached this agreement, then the breaching party, shall be liable
      and pay to the non-breaching party the reasonable legal fees incurred in
      connection with such litigation, including an appeal therefrom.

      Network Solutions Inc.                          PeopleSupport, Inc.

      By: /s/ Vivek Kumar                           By: /s/ Lance Rosenzweig
         ----------------------                        ------------------------
      Name:  Vivek Kumar                            Name: Lance Rosenzweig

      Title: Purchasing Mgr.                        Title: CEO

      Date:  10/6/00                                Date:  12/4/00

                                       3